Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 4.58M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 70K
3: EX-21.1 Subsidiaries List HTML 116K
4: EX-23.1 Consent of Expert or Counsel HTML 48K
8: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 66K Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 51K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 51K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 49K
14: R1 Document and Entity Information HTML 118K
15: R2 Audit Information HTML 53K
16: R3 Consolidated Statements of Financial Condition HTML 164K
17: R4 Consolidated Statements of Financial Condition HTML 65K
(Parenthetical)
18: R5 Consolidated Statements of Operations HTML 177K
19: R6 Consolidated Statements of Comprehensive Income HTML 84K
(Loss)
20: R7 Consolidated Statements of Cash Flows HTML 199K
21: R8 Consolidated Statements of Changes in Equity HTML 163K
22: R9 Consolidated Statements of Changes in Equity HTML 96K
(Parenthetical)
23: R10 Organization and Basis of Presentation HTML 90K
24: R11 Limited Partnership Interests in BGC Holdings and HTML 66K
Newmark Holdings
25: R12 Summary of Significant Accounting Policies HTML 111K
26: R13 Acquisitions HTML 54K
27: R14 Divestitures HTML 51K
28: R15 Earnings Per Share HTML 89K
29: R16 Stock Transactions and Unit Redemptions HTML 131K
30: R17 Financial Instruments Owned, at Fair Value HTML 50K
31: R18 Collateralized Transactions HTML 51K
32: R19 Receivables from and Payables to Broker-Dealers, HTML 68K
Clearing Organizations, Customers and Related
Broker-Dealers
33: R20 Derivatives HTML 127K
34: R21 Fair Value of Financial Assets and Liabilities HTML 189K
35: R22 Related Party Transactions HTML 118K
36: R23 Investments HTML 97K
37: R24 Fixed Assets, Net HTML 61K
38: R25 Goodwill and Other Intangible Assets, Net HTML 111K
39: R26 Notes Payable, Other and Short-term Borrowings HTML 117K
40: R27 Compensation HTML 164K
41: R28 Commitments, Contingencies and Guarantees HTML 104K
42: R29 Income Taxes HTML 129K
43: R30 Regulatory Requirements HTML 53K
44: R31 Segment, Geographic and Product Information HTML 98K
45: R32 Revenues from Contracts with Customers HTML 74K
46: R33 Leases HTML 101K
47: R34 Current Expected Credit Losses HTML 72K
48: R35 Supplemental Balance Sheet Information HTML 69K
49: R36 Subsequent Events HTML 52K
50: R37 Schedule I - Parent Company Only Financial HTML 224K
Statements
51: R38 Pay vs Performance Disclosure HTML 60K
52: R39 Insider Trading Arrangements HTML 54K
53: R40 Summary of Significant Accounting Policies HTML 220K
(Policies)
54: R41 Earnings Per Share (Tables) HTML 89K
55: R42 Stock Transactions and Unit Redemptions (Tables) HTML 123K
56: R43 Receivables from and Payables to Broker-Dealers, HTML 66K
Clearing Organizations, Customers and Related
Broker-Dealers (Tables)
57: R44 Derivatives (Tables) HTML 129K
58: R45 Fair Value of Financial Assets and Liabilities HTML 189K
(Tables)
59: R46 Investments (Tables) HTML 97K
60: R47 Fixed Assets, Net (Tables) HTML 58K
61: R48 Goodwill and Other Intangible Assets, Net (Tables) HTML 116K
62: R49 Notes Payable, Other and Short-term Borrowings HTML 87K
(Tables)
63: R50 Compensation (Tables) HTML 160K
64: R51 Commitments, Contingencies and Guarantees (Tables) HTML 104K
65: R52 Income Taxes (Tables) HTML 127K
66: R53 Segment, Geographic and Product Information HTML 95K
(Tables)
67: R54 Revenues from Contracts with Customers (Tables) HTML 68K
68: R55 Leases (Tables) HTML 119K
69: R56 Current Expected Credit Losses (Tables) HTML 67K
70: R57 Supplemental Balance Sheet Information (Tables) HTML 70K
71: R58 Organization and Basis of Presentation - HTML 140K
Additional Information (Detail)
72: R59 Limited Partnership Interests in BGC Holdings and HTML 72K
Newmark Holdings (Detail)
73: R60 Summary of Significant Accounting Policies HTML 76K
(Detail)
74: R61 Acquisitions (Detail) HTML 58K
75: R62 Divestitures (Detail) HTML 60K
76: R63 Earnings Per Share - Calculation of Basic Earnings HTML 77K
Per Share from Continuing and Discontinued
Operations (Detail)
77: R64 Earnings Per Share - Calculation of Fully Diluted HTML 79K
Earnings Per Share from Continuing Operations
(Detail)
78: R65 Earnings Per Share - Additional Information HTML 69K
(Detail)
79: R66 Stock Transactions and Unit Redemptions - Changes HTML 89K
in Shares of Class A Common Stock Outstanding
(Detail)
80: R67 Stock Transactions and Unit Redemptions - HTML 102K
Additional Information (Detail)
81: R68 Stock Transactions and Unit Redemptions - Gross HTML 65K
Unit Redemptions and Share Repurchases of Class A
Common Stock (Detail)
82: R69 Stock Transactions and Unit Redemptions - Gross HTML 107K
Unit Redemptions and Share Repurchases of Class A
Common Stock Table Footnote (Detail)
83: R70 Stock Transactions and Unit Redemptions - Summary HTML 61K
of Changes in Carrying Amount of FPUs (Detail)
84: R71 Financial Instruments Owned, at Fair Value HTML 52K
(Detail)
85: R72 Collateralized Transactions (Details) HTML 58K
86: R73 Receivables from and Payables to Broker-Dealers, HTML 71K
Clearing Organizations, Customers and Related
Broker-Dealers (Detail)
87: R74 Derivatives - Fair Value of Derivative Contracts HTML 66K
(Detail)
88: R75 Derivatives - Additional Information (Detail) HTML 49K
89: R76 Derivatives - Offsetting of Derivatives HTML 98K
Instruments (Detail)
90: R77 Derivatives - Summary of Gains and (Losses) on HTML 64K
Derivative Contracts (Detail)
91: R78 Fair Value of Financial Assets and Liabilities - HTML 154K
Fair Value Hierarchy of Financial Assets and
Liabilities under U.S. GAAP Guidance (Detail)
92: R79 Fair Value of Financial Assets and Liabilities - HTML 71K
Changes in Level 3 Liabilities Measured at Fair
Value on Recurring Basis (Detail)
93: R80 Fair Value of Financial Assets and Liabilities - HTML 69K
Quantitative Information about Level 3 Fair Value
Measurements on Recurring Basis (Detail)
94: R81 Fair Value of Financial Assets and Liabilities - HTML 59K
Additional Information (Detail)
95: R82 Related Party Transactions - Service Agreements HTML 77K
(Details)
96: R83 Related Party Transactions - Purchases of Futures HTML 59K
Exchange Group (Details)
97: R84 Related Party Transactions - Clearing Capital HTML 52K
Agreement with Cantor (Details)
98: R85 Related Party Transactions - Other Agreements with HTML 113K
Cantor (Details)
99: R86 Related Party Transactions - Receivables from and HTML 62K
Payables to Related Broker-Dealers (Details)
100: R87 Related Party Transactions - Loans, Forgivable HTML 59K
Loans and Other Receivables from Employees and
Partners, Net (Details)
101: R88 Related Party Transactions - CEO Program and Other HTML 95K
Transactions with CF&Co (Details)
102: R89 Related Party Transactions - Cantor Rights to HTML 69K
Purchase Cantor Units from BGC Holdings (Details)
103: R90 Related Party Transactions - Cantor Aurel Revenue HTML 67K
Sharing Agreement (Details)
104: R91 Related Party Transactions - Transactions with HTML 321K
Executive Officers and Directors (Details)
105: R92 Related Party Transactions - Transactions with HTML 204K
Executive Officers and Directors, 2 (Details)
106: R93 Related Party Transactions - Transactions with the HTML 57K
Relief Fund (Details)
107: R94 Related Party Transactions - Other Transactions HTML 138K
(Details)
108: R95 Related Party Transactions - BGC Sublease from HTML 92K
Newmark (Details)
109: R96 Investments - Equity Method Investments and HTML 69K
Investments Carried Under Measurement Alternative
(Detail)
110: R97 Investments - Additional Information (Detail) HTML 113K
111: R98 Investments - Summary of Financial Information for HTML 120K
Company's Equity Method Investments (Detail)
112: R99 Investments - Investments in Variable Interest HTML 64K
Entities (Detail)
113: R100 Fixed Assets, Net - Components of Fixed Assets, HTML 63K
Net (Detail)
114: R101 Fixed Assets, Net - Additional Information HTML 64K
(Detail)
115: R102 Goodwill and Other Intangible Assets, Net - HTML 61K
Summary of Changes in Carrying Amount of Goodwill
(Detail)
116: R103 Goodwill and Other Intangible Assets, Net - HTML 87K
Components of Other Intangible Assets (Detail)
117: R104 Goodwill and Other Intangible Assets, Net - HTML 53K
Additional Information (Detail)
118: R105 Goodwill and Other Intangible Assets, Net - HTML 64K
Estimated Future Amortization Expense of Definite
Life Intangible Assets (Detail)
119: R106 Notes Payable, Other and Short-term Borrowings - HTML 97K
Summary Notes Payable, Other and Short-term
Borrowings (Detail)
120: R107 Notes Payable, Other and Short-term Borrowings - HTML 356K
Additional Information (Detail)
121: R108 Notes Payable, Other and Short-term Borrowings - HTML 87K
Carrying Amounts and Estimated Fair Values of
Company's Senior Notes (Detail)
122: R109 Compensation - Additional Information (Detail) HTML 201K
123: R110 Compensation - Compensation Expense Related to HTML 72K
Class A Common Stock (Detail)
124: R111 Compensation - Activity Associated with LPU's Held HTML 63K
by BGC Employees (Detail)
125: R112 Compensation - Summary of the BGC Holdings and HTML 70K
Newmark Holdings LPUs held by BGC Employees
(Detail)
126: R113 Compensation - Compensation Expense Related to HTML 59K
Issuance of BGC or Newmark Class A Common Stock
and Grants of Exchangeability on BGC Holdings and
Newmark Holdings LPUs held by BGC Employees
(Detail)
127: R114 Compensation - Activity Associated with Limited HTML 64K
Partnership Units Awarded to BGC Employees
(Detail)
128: R115 Compensation - Summary of Compensation Expense HTML 62K
Related to Amortization of LPUs Held by BGC
Employees (Detail)
129: R116 Compensation - Summary of Outstanding LPUs Held by HTML 64K
BGC Employees with Stated Vesting (Detail)
130: R117 Compensation - Compensation Expense Related to HTML 50K
Restricted Stock Unit Held by BGC Employees
(Detail)
131: R118 Compensation - Activity Associated with Restricted HTML 103K
Stock Units (Detail)
132: R119 Commitments, Contingencies and Guarantees - HTML 238K
Summary of Contractual Obligations (Detail)
133: R120 Commitments, Contingencies and Guarantees - HTML 79K
Summary of Minimum Lease Payments under these
Arrangements (Detail)
134: R121 Commitments, Contingencies and Guarantees - HTML 100K
Additional Information (Detail)
135: R122 Income Taxes - Summary of Provision for Income HTML 80K
Taxes (Detail)
136: R123 Income Taxes - Additional Information (Detail) HTML 78K
137: R124 Income Taxes - Summary of Actual Income Tax HTML 82K
Expense and Amount Calculated Utilizing U.S.
Federal Statutory Rates (Detail)
138: R125 Income Taxes - Summary of Deferred Tax Asset and HTML 72K
Liability (Detail)
139: R126 Income Taxes - Summary of Gross Unrecognized Tax HTML 62K
Benefits (Detail)
140: R127 Regulatory Requirements (Detail) HTML 51K
141: R128 Segment, Geographic and Product Information - HTML 49K
Additional Information (Detail)
142: R129 Segment, Geographic and Product Information - HTML 69K
Geographic Information Regarding Revenues (Detail)
143: R130 Segment, Geographic and Product Information - HTML 62K
Information Regarding Long-Lived Assets in
Geographic Areas (Detail)
144: R131 Segment, Geographic and Product Information - HTML 74K
Product Information Regarding Revenues (Detail)
145: R132 Revenues from Contracts with Customers - Summary HTML 77K
of Revenues from Contracts with Customers and
Other Sources of Revenues (Detail)
146: R133 Revenues from Contracts with Customers - HTML 59K
Additional Information (Detail)
147: R134 Leases - Additional Information (Detail) HTML 57K
148: R135 Leases - Schedule of Supplemental Information HTML 66K
Related to Operating Leases (Detail)
149: R136 Leases - Schedule of Weighted-Average Remaining HTML 57K
Lease Term and Discount Rate (Detail)
150: R137 Leases - Schedule of Components of Lease Expense HTML 62K
(Detail)
151: R138 Leases - Schedule of Maturity Analysis of HTML 88K
Operating Lease Liabilities (Detail)
152: R139 Leases - Schedule of Cash Flow Information Related HTML 55K
to Lease Liabilities (Detail)
153: R140 Current Expected Credit Losses - Changes in CECL HTML 66K
Allowance Reserve (Details)
154: R141 Current Expected Credit Losses - Narrative HTML 64K
(Details)
155: R142 Supplemental Balance Sheet Information - Summary HTML 79K
of Components of Balance Sheet Accounts (Detail)
156: R143 Supplemental Balance Sheet Information - Summary HTML 53K
of Components of Balance Sheet Accounts Table
Footnote (Detail)
157: R144 Subsequent Events (Detail) HTML 70K
158: R145 Schedule I - Parent Company Only Financial HTML 101K
Statements - Statements of Financial Condition
(Detail)
159: R146 Schedule I - Parent Company Only Financial HTML 129K
Statements - Statements of Operations (Detail)
160: R147 Schedule I - Parent Company Only Financial HTML 83K
Statements - Statements of Comprehensive Income
(Detail)
161: R148 Schedule I - Parent Company Only Financial HTML 151K
Statements - Statements of Cash Flows (Detail)
162: R149 Schedule I - Parent Company Only - Organization HTML 55K
and Basis of Presentation - Additional Information
(Detail)
163: R150 Schedule I - Parent Company Only - Commitments, HTML 77K
Contingencies and Guarantees - Additional
Information (Detail)
164: R151 Schedule I - Parent Company Only - Long Term Debt HTML 110K
- Additional Information (Detail)
165: R9999 Uncategorized Items - bgcp-20231231.htm HTML 50K
167: XML IDEA XML File -- Filing Summary XML 332K
170: XML XBRL Instance -- bgcp-20231231_htm XML 5.29M
166: EXCEL IDEA Workbook of Financial Report Info XLSX 460K
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168: JSON XBRL Instance as JSON Data -- MetaLinks 1,002± 1.61M
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‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
1.Purpose. The Board of Directors (the “Board”) of BGC Group, Inc. (the “Company”), upon the recommendation of its Compensation
Committee (the “Committee”), has adopted this Compensation Recovery Policy (this “Policy”) to implement a mandatory compensation recovery policy in the event of an accounting restatement that the Company is required to prepare due to its material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements (i) that is material to the previously issued financial statements or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Restatement”), in compliance with Section 10D of the Securities Exchange Act of 1934, as amended, and Rule
10D-1 promulgated thereunder, Rule 5608 of the Listing Rules of The Nasdaq Stock Market LLC (“Nasdaq”), and any other national stock exchange rules that the Company is or may become subject to (together, the “Applicable Rules”).
2.Administration. This Policy shall be administered by the Committee, which shall make all determinations with respect to this Policy, consistent with the terms of this Policy, the Applicable Rules, and any applicable law. Any and all interpretations, decisions, and determinations made by the Committee under or relating to this Policy shall be final, conclusive, and binding on all affected parties.
3.Effective
Date. This Policy shall be effective as of December 1, 2023, with retroactive applicability to October 2, 2023, the date that Nasdaq Listing Rule 5608 became effective.
4.Covered Persons and Covered Incentive-Based Compensation. This Policy covers all persons who are, become, or were previously “executive officers” of the Company as defined in the Applicable Rules (each, an “Executive Officer”). Additionally, any equity award agreement, compensation plan or other agreement or arrangement involving the grant of Incentive-Based Compensation (as defined below) by the
Company to an Executive Officer granted on or following the Effective Date shall be deemed to include, as a condition to the grant of any benefit thereunder, an agreement by the Executive Officer to abide by the terms of this Policy.
This Policy shall apply to any compensation (“Incentive-Based Compensation”) that is granted, earned, or vested based wholly or in part upon the attainment of (i) any measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, or any measures that are derived wholly or in part from such measures (including non-GAAP measures); (ii) a specified stock price of the Company; or (iii) a specified total
stockholder return of the Company (each, a “Financial Reporting Measure”). Incentive-Based Compensation does not include, among other forms of compensation, bonuses that are solely discretionary and are not paid from a “bonus pool” that is determined by reference to the attainment of a Financial Reporting Measure; equity awards that vest exclusively upon completion of a specified employment period, without any Financial Performance Measure-related condition; and awards that are purely discretionary or purely based on subjective goals or goals unrelated to Financial Reporting Measures. For the avoidance of doubt, restricted stock units, restricted stock, stock appreciation rights, or similar equity awards, including the vesting of those awards, granted with reference to a grant date
stock
price, but not contingent upon the attainment of a specified stock price, shall not be deemed Incentive-Based Compensation solely because of such reference.
This Policy applies to Incentive-Based Compensation that is Received (as defined below) by any Executive Officer on or after October 2, 2023 that results from the attainment of a Financial Reporting Measure based on or derived from financial information for any fiscal period ending on or after such date. Incentive-Based Compensation is deemed “Received” for the purposes of this Policy in the Company’s fiscal period during which the Financial Reporting Measure applicable to the Incentive-Based Compensation is attained, even if the grant, payment, or settlement of the Incentive-Based Compensation
occurs after the end of that period.
Incentive-Based Compensation shall not be recovered under this Policy to the extent Received by any person before the date that the person served as an Executive Officer; however, once a person is an Executive Officer, subsequent changes in the Executive Officer’s employment status, including if such person no longer serves as an Executive Officer, do not impair the Company’s right to recover Incentive-Based Compensation pursuant to this Policy.
5.Recovery After a Restatement. In the event that the Company is required to prepare a Restatement, the
Company shall reasonably promptly recover from any Executive Officer who served as such during the performance period applicable to any Incentive-Based Compensation subject to this Policy the amount of any erroneously awarded Incentive-Based Compensation that is Received by such Executive Officer (after beginning to serve in such capacity) during the three completed fiscal years immediately preceding the date on which the Company is required to prepare the Restatement and any transition period as provided in the Applicable Rules. For purposes of this Policy, the date on which the Company is required to prepare a Restatement is the earlier of the date (i) that the Board, a committee of the Board, or any officer of the
Company authorized to take such action if Board or committee action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement, or (ii) that a court, regulator, or other legally authorized body directs the Company to prepare a Restatement.
The amount of erroneously awarded Incentive-Based Compensation will be the excess of the Incentive-Based Compensation Received by the Executive Officer (whether in cash, shares, equity awards, or otherwise) based on the erroneous data in the original financial statements compared to the Incentive-Based Compensation (whether in cash, shares, equity awards, or otherwise) that would have been Received by the Executive Officer had such Incentive-Based Compensation
been based on the restated financial statements, without regard to any taxes paid by the Executive Officer.
Without limiting the foregoing, for Incentive-Based Compensation based on the Company’s stock price or total stockholder return, where the amount of erroneously awarded Incentive-Based Compensation is not subject to mathematical recalculation directly from the information in the Restatement, (a) the amount shall be based on the Company’s reasonable estimate of the effect of the Restatement on the stock price or total stockholder return upon which the Incentive-Based Compensation was Received, and (b) the Company shall maintain documentation
of the determination of that reasonable estimate and provide such estimate to Nasdaq.
Recovery of any erroneously awarded Incentive-Based Compensation under this Policy is not dependent on fraud or misconduct by any Executive Officer.
6.Exceptions. No recovery of erroneously awarded Incentive-Based Compensation shall be required if any of the following conditions is met and the Committee determines that, on such basis, recovery would be impracticable:
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(i)the
direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided, that, prior to making a determination that it would be impracticable to recover any such Incentive-Based Compensation based on the expense of enforcement, the Company shall (a) have made reasonable attempts to recover the Incentive-Based Compensation, (b) have documented such reasonable attempts to recover, and (c) provide that documentation to Nasdaq as and when required by the Applicable Rules;
(ii)recovery would violate the home country law where that law was adopted prior to November 28, 2022; provided, that, prior
to making a determination that it would be impracticable to recover any such Incentive-Based Compensation based on violation of home country law, the Company shall (a) have obtained an opinion of home country counsel, acceptable to Nasdaq, that recovery would result in such violation, and (b) provide such opinion to Nasdaq as and when required by the Applicable Rules; or
(iii)recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended (the “Code”),
and the U.S. Treasury regulations promulgated thereunder.
7.Disclosures. The Company shall make all required disclosures with the U.S. Securities and Exchange Commission (the “SEC”) and Nasdaq, as applicable, with respect to this Policy and any matters related hereto in accordance with the requirements of the Applicable Rules and any other requirements applicable to the Company, including any disclosures required in connection with SEC filings.
8.Methods of Recovery. In the event of a required recovery
of erroneously awarded Incentive-Based Compensation determined to be subject to recovery pursuant to this Policy (“Clawback Compensation”), to the extent permitted by applicable law the Company shall, as determined by the Committee in its sole discretion, take such actions as it may deem necessary or appropriate to recover the Clawback Compensation from any affected Executive Officer or former Executive Officer. These actions may include, without limitation:
(i)the forfeiture, reduction, or cancellation of any Clawback Compensation (whether vested or unvested) that has not been distributed or otherwise settled;
(ii)the recovery of
any Clawback Compensation that was previously paid to such Executive Officer;
(iii)the recovery of any amounts realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based Clawback Compensation;
(iv)the offset, withholding, or elimination of any compensation that could be paid or awarded to such Executive Officer after the date of determination;
(v)the recovery of any amount in respect of Clawback Compensation that was contributed or deferred to a plan that takes into account Clawback Compensation (excluding certain tax-qualified plans, but including deferred compensation plans, supplemental executive retirement plans,
and insurance plans to the extent otherwise permitted by applicable law, including Section 409A of the Code) and any earnings accrued on such Clawback Compensation; and
(vi)the taking of any other remedial and recovery action permitted by applicable law or contract.
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9.No Indemnification. The Company shall not indemnify any Executive Officer or former Executive Officer
against the Company’s recovery of erroneously awarded Incentive-Based Compensation and shall not pay or reimburse any such Executive Officer for premiums incurred or paid for any insurance policy to fund such Executive Officer’s potential recovery obligations.
10.Non-Exclusive Rights. Any Company right of recovery of erroneously awarded Incentive-Based Compensation under this Policy is in addition to, and not in lieu of, any other remedies or rights available to the Company pursuant to (i) any incentive plan of the
Company or its subsidiaries or affiliates, including the BGC Group, Inc. Long Term Incentive Plan, the BGC Group, Inc. Incentive Bonus Compensation Plan, or any successor plan thereto, or (ii) any employment agreement, compensation agreement, award agreement, separation agreement, or similar or other agreement or arrangement.
In addition, the Company may take any and all other actions as it may deem necessary, appropriate, or otherwise in the Company’s best interest, including, without limitation, initiation of legal or contractual action against an Executive Officer.
11.Governing
Law; Severability. This Policy and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Applicable Rules or law, shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its choice of law principles. If any provision of this Policy shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of this Policy, but this Policy shall be construed and enforced as if the illegal or invalid provision had never been included in this Policy.
12.Amendment. The Board may, upon the recommendation of the Committee, amend this Policy at any time for any reason, subject to limitations under the Applicable Rules. Without limiting the forgoing, the Board, upon
the recommendation of the Committee, may amend this Policy as it deems necessary or appropriate to reflect any amendment of the Applicable Rules or any regulation or guidance issued under the Applicable Rules.
